UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 1, 2020
Camber
Energy, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-32508
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20-2660243
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1415
Louisiana, Suite 3500, Houston, Texas 77002
(Address
of principal executive offices)
(210)
998-4035
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 Par Value Per Share
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CEI
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NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
July 1, 2020, Camber Energy, Inc. (the “Company”) published a press release describing a prior $4.2 million
advance made to Viking Energy Group, Inc. (“Viking”), as previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 26, 2020 (the “Form 8-K”), certain
other transactions entered into with Viking (also previously disclosed in the Form 8-K), and to provide certain updates regarding
the status of the planned merger between the Company and Viking. A copy of the press release is included herewith as Exhibit 99.1 and
the information in the press release is incorporated by reference into this Item 8.01.
The
Company would also like to clarify that (a) the Company acquired an additional 5% interest in Elysium Energy Holdings, LLC (instead
of Elysium Energy, LLC, as reported in the Form 8-K)(“Elysium”) from Viking in consideration for the $4.2 million
advance, bringing the Company’s total ownership in Elysium up to 30%; and (b) that the exhibit table of the Form 8-K incorrected
stated that the 10.5% Secured Promissory Note attached to the Form 8-K was in the amount of $5 million, when such attached note
was actually in the amount of $4.2 million (with a date of June 25, 2020).
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
of Exhibit
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99.1*
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Press
Release dated July 1, 2020
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*
Filed herewith.
Forward-Looking
Statements
Certain
of the matters discussed in this communication and in Exhibit 99.1 hereto which are not statements of historical fact constitute
forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995. Words such as “strategy,” “expects,”
“continues,” “plans,” “anticipates,” “believes,” “would,”
“will,” “estimates,” “intends,” “projects,” “goals,”
“targets” and other words of similar meaning are intended to identify forward-looking statements but are not
the exclusive means of identifying these statements.
Important
factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements
include, without limitation, the occurrence of any event, change or other circumstances that could give rise to the parties failing
to complete the merger on the terms disclosed, if at all, the right of one or both of Viking or Camber to terminate the merger
agreement and the result of such termination; the outcome of any legal proceedings that may be instituted against Viking, Camber
or their respective directors; the ability to obtain regulatory approvals and other consents, and meet other closing conditions
to the merger on a timely basis or at all, including the risk that regulatory approvals or other consents required for the merger
are not obtained on a timely basis or at all, or which are obtained subject to conditions that are not anticipated or that could
adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval by Viking stockholders
and Camber stockholders on the expected schedule; required closing conditions which may not be able to be met and/or consents
which may not be able to be obtained; difficulties and delays in integrating Viking’s and Camber’s businesses; prevailing
economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties, including,
but not limited to, as a result of the recent volatility in oil and gas prices and the status of the economy (both US and global)
due to the Covid-19 pandemic and actions taken to
slow the spread of Covid-19; risks that the transaction disrupts Viking’s or Camber’s current plans and operations;
failing to fully realize anticipated cost savings and other anticipated benefits of the merger when expected or at all; potential
adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; the ability
of Camber to obtain the approval of its Series C Preferred Stock holder to close the merger; the ability of Viking or Camber to
retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as
to the long-term value of the common stock of the combined company following the merger; the continued availability of capital
and financing, prior to, and following, the merger; the business, economic and political conditions in the markets in which Viking
and Camber operate; and the fact that Viking’s and Camber’s reported earnings and financial position may be adversely
affected by tax and other factors.
Other
important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking
statements included in this communication are described in the Form S-4 (defined below), and Viking’s and Camber’s
publicly filed reports, including Viking’s Annual Report on Form 10-K for the year ended December 31, 2019 and subsequently
filed Quarterly Reports on Form 10-Q and Camber’s Annual Report on Form 10-K for the year ended March 31, 2020.
Viking
and Camber caution that the foregoing list of important factors is not complete, and they do not undertake to update any forward-looking
statements that either party may make except as required by applicable law. All subsequent written and oral forward-looking statements
attributable to Viking, Camber or any person acting on behalf of either party are expressly qualified in their entirety by the
cautionary statements referenced above.
Additional
Information and Where to Find It
In
connection with the planned merger, on June 4, 2020, Camber filed with the Securities and Exchange Commission (SEC), a preliminary
draft of a registration statement on Form S-4 to register the shares of Camber’s common stock to be issued in connection
with the merger (the “Form S-4”). The registration statement includes a preliminary joint proxy statement/prospectus
which, when finalized, will be sent to the respective stockholders of Viking and Camber seeking their approval of their respective
transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FINAL REGISTRATION STATEMENT ON FORM S-4 AND
THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE FINAL REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PLANNED
MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING, CAMBER AND THE PLANNED MERGER.
Investors
and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov
or from Viking at its website, www.vikingenergygroup.com, or from Camber at its website, www.camber.energy. Documents filed with
the SEC by Viking will be available free of charge by accessing Viking’s website at www.vikingenergygroup.com under the
heading “Investors” – “SEC Filings”, or, alternatively, by directing a request by
telephone or mail to Viking Energy Group, Inc. at 15915 Katy Freeway, Suite 450, Houston, Texas, 77094, (281) 404-4387, and documents
filed with the SEC by Camber will be available free of charge by accessing Camber’s website at www.camber.energy under the
heading “Investors” – “SEC Filings” or, alternatively, by directing a request by telephone
or mail to Camber Energy, Inc. at 1415 Louisiana, Suite 3500, Houston, Texas, 77002, (210) 998-4035.
Participants
in the Solicitation
Viking,
Camber and certain of their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the respective stockholders of Viking and Camber in respect of the planned merger under the rules of the
SEC. Information about Viking’s directors and executive officers is available in Viking’s Annual Report on Form
10-K for the year ended December 31, 2019. Information about Camber’s directors and executive officers is
available in Camber’s Annual Report on Form 10-K for the year ended March 31, 2020. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the final joint proxy statement/prospectus and other relevant materials to be filed with the
SEC regarding the merger when they become available. Investors should read the final joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these
documents from Viking or Camber using the sources indicated above.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CAMBER
ENERGY, INC.
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By:
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/s/
Robert Schleizer
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Name:
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Robert
Schleizer
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Title:
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Chief
Financial Officer
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Date:
July 1, 2020
EXHIBIT INDEX
Exhibit
Number
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Description
of Exhibit
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99.1*
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Press
Release dated July 1, 2020
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*
Filed herewith.
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